Repeal or Modification. Any repeal or modification of the foregoing provisions of this Section 5 shall not adversely affect any right of indemnification or limitation of liability of an Indemnitee, employee or agent of the Company relating to acts or omissions occurring prior to such repeal or modification.
Repeal or Modification. Any repeal or modification of this Article 13 by the Members of the Company shall not adversely affect any right of a Director, Member or officer of the Company existing hereunder at the time of such repeal or modification.
Repeal or Modification. Any repeal or modification of this Article 10 by the Members of the Company shall not adversely affect any right of an officer, Director or Member of the Company existing hereunder at the time of such repeal or modification.
Repeal or Modification. Any repeal or modification of the foregoing provisions of this Article V shall not adversely affect any right of indemnification or limitation of liability permitted under California law relating to acts or omissions occurring prior to such repeal or modification. EXHIBIT C SCHEDULE OF EXCEPTIONS FLUIDIGM CORPORATION SERIES E PREFERRED STOCK PURCHASE AGREEMENT UPDATED SCHEDULE OF EXCEPTIONS October 26, 2007 FLUIDIGM CORPORATION, a Delaware corporation (the “Company”), hereby makes the following exceptions and additional disclosure to the representations and warranties set forth in Section 2 of the Series E Preferred Stock Purchase Agreement dated as of June 13, 2007 between the Company and the Purchasers thereunder, as amended by that certain Amendment No.1 dated December 22, 2006, and further amended by Amendment No. 2 dated October 10, 2007 and Amendment No. 3 dated October 26, 2007 (as amended, the “Agreement”). Except as otherwise defined herein, all capitalized terms used herein shall have the meanings given them in the Agreement. The section numbers below correspond to the section numbers of the representations and warranties in the Agreement; provided that any information disclosed herein under any section number shall be deemed to be disclosed and incorporated under any other section number under the Agreement where such disclosure would be appropriate. Nothing in this Schedule of Exceptions is intended to broaden the scope of any representation or warranty contained in the Agreement or to create any covenant. Inclusion of any item in this Schedule of Exceptions (1) does not represent a determination that such item is material or establish a standard of materiality, (2) does not represent a determination that such item did not arise in the ordinary course of business, (3) does not represent a determination that the transactions contemplated by the Agreement require the consent of third parties, and (4) shall not constitute, or be deemed to be, an admission to any third party concerning such item. This Schedule of Exceptions includes brief descriptions or summaries of certain agreements and instruments, copies of which are available upon reasonable request. Such descriptions do not purport to be comprehensive, and are qualified in their entirety by reference to the text of the documents described. This Schedule of Exceptions reflects exceptions and additional disclosure to the representations and warranties made by the Company set forth in Section 2...
Repeal or Modification. Any repeal or modification of this Article XI by the stockholders of the Corporation shall not adversely affect any rights to indemnification and to advancement of expenses that any person may have at the time of such repeal or modification with respect to any acts or omissions occurring prior to such repeal or modification.
Repeal or Modification. All rights to indemnification and to advancement of expenses under this Article 10 shall be deemed to be a contract between the Company and each Director and Officer who serves or has served in any such capacity, and each other person as to whom the Company has agreed to grant indemnity at any time while this Article is in effect. Any repeal or modification of this Article or any repeal or modification of relevant provisions of the Act or any other applicable law shall not in any way diminish any right to indemnification or to advancement of expenses of such Director, Officer or other person as to whom the Company has agreed to grant indemnity, or the obligations of the Company, arising hereunder for claims relating to matters occurring prior to such repeal or modification.
Repeal or Modification. Any repeal or modification of the foregoing paragraphs of Section 3.5 shall not adversely affect any right or protection of a person with respect to any act or omission occurring prior to the time of such repeal or modification.
Repeal or Modification. Any repeal or modification of this Section 13 shall not adversely affect any rights of a person entitled to indemnification or exculpation hereunder at the time of such repeal or modification.
Repeal or Modification. Any repeal or modification of this Section 5.5 will not adversely affect any right or protection of any individual existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.
Repeal or Modification. Any repeal or modification of the provisions of this Section 9 shall not affect any obligation of the Company or any rights regarding indemnification and advancement of expenses of a Manager, consultant, contractor, employee, agent or Affiliate with respect to any Proceeding for which indemnification or the advancement of expenses is requested, in which the alleged cause of action accrued at any time prior to such repeal or modification. If an amendment to the Act hereafter limits or restricts in any way the indemnification rights permitted by law as of the date hereof, such amendment shall apply only to the extent mandated by law and only to activities of persons subject to indemnification under this Section 9, which occur subsequent to the effective date of such amendment.
